REAL VALUE APPLIANCES LIMITED
ANNUAL REPORT 2000-2001
Your Directors present the Twelfth Annual Report of your Company together
with the Audited Statement of Accounts for the year ended 30th June, 2001.
THE YEAR UNDER REVIEW
Your Company continued to suffer from inadequate working capital due to
which the sales and job work receipts grew only marginally by 9% during the
year as compared to he previous year. The loss for the year was lower at
Rs. 99.18 lacs as compared to Rs. 253.86 lacs.
Your Directors regret their inability to declare any dividend or the year,
as financial results do not permit the same.
The follow-up meeting of the BIFR took place on 31st July,2001 and the
salient features of the meeting were as under:
1. The company should negotiate with DGFT and Government of Maharashtra
regarding reliefs and concessions.
2. The right of recompense to Secured Creditors and withdrawal of reliefs
and concessions in case of default in payment of interest and instalments.
3. The Company should within a period of 6 weeks, furnish full details of
the proposed modifications to the MA.
4. The Company and Joe Sign Makers should mutually sort out their dispute
1. (a) As regards DGFT, the Company has made an Application to the Policy
Relaxation Committee for reliefs and concessions in terms of Para 4.14 of
the Exim Policy on 10th August, 2001 and the Company has requested for a
personal hearing at their next meeting to be held in January, 2002.
1. (b) As regards Government of Maharashtra, the Company has written to Dy.
Director of Industries (BIFR) for Development Comissioner (Industries) on
10th August, 2001 to sort out the issue regarding the reliefs and
concessions sought by the Company vide Para 6.6. of the Sanctioned
2. In view of the likely modifications in the Sanctioned Scheme, issues
such as cut off date, co-promoter participation, due dates, etc. are likely
to undergo changes. Hence, the terms and conditions of ,banks/institutions
would be accepted at the time of firming up of the modifications by, the
3. The American Marketing Company & Co-promoter had raised concerns over
the future continuity of the business, viz. slippages in 18 year
performance, repealing of SICA etc. In order to tie up and satisfy them,
the Company had requested Honourable BIFR for a 4 month period. BIFR vide
summary record proceedings dated 9th August, 2001 directed the Company to
submit revised projections within a period of six weeks. On perusing the
summary record of the proceedings, the American Marketing Company has
formed a view that the company does not enjoy the confidence of most of the
creditors any more and therefore will not be in a position to guarantee
supply of product in the near future even in smaller quantities. On the
basis of this view, they do not wish to continue dealing with the Company.
The Co-promoters equity participation was conditional to the revised MOU
with the American company. With the withdrawal of the American Marketing
Company, the Co-Promoters have decided to put on hold their Investment
until a clear picture emerges. On the basis of the above, the Company is
not able to go ahead with the Vacumizer division.
As the Company is not in a position to guarantee external business partners
about gaining creditors support thereby, turnover from the Vacumizer and
Contract Manufacturing, emanating from the Vashi factory is not possible in
the short and medium term. The Company sought a period of 4-6 months to
begin afresh negotiations with potential strategic investors and recasting
the Ceasefire Division taking current realities into consideration.
In this connection, the MA has suggested that the new approach to the
revised rehabilitation scheme be discussed with them.
4. The Company had indicated their readiness to meet Joe Sign Makers to
resolve the issue. In the meantime, Joe Sign Makers have made a Petition to
BIFR to grant them permission to proceed with the case before the Bombay
M/s. Suresh C. Maniar & Co., Chartered Accountants, our present Auditors
shall retire at the forthcoming Annual General Meeting. They have pursuant
to Section 224(1) of the Companies Act, 1956 furnished a Certificate
regarding their eligibility for reappointment as the Companys Auditors.
You are requested to appoint them as Auditors for the current year and fix
Auditors Report to the Accounts has been considered by the Board and
clarified, wherever necessary, in the schedule "Notes to the Accounts".
As required under Section 292A of the Companies Act, 1956, the Board has
appointed Audit Committee on 6th January, 2001, consisting of Mr. Pheroze
Engineer, Mr. Vinod Pandya and Mr. V. Balasubramanian as its members. The
terms of reference of this committee are as under:
a. Overseeing the Companys financial reporting process and ensuring
correct, adequate and credible disclosure of financial information.
b. Recommending appointment and removal of external Auditors and fixing of
c. Reviewing with management the Annual Financial statements with special
emphasis on accounting policies and practices, compliance with accounting
standards and other legal requirements concerning financial statements.
d. Reviewing the adequacy of the audit and the compliance function,
including their policies, procedures, techniques and other regulatory
e. Reviewing the adequacy of internal control systems and significant Audit
PARTICULARS OF EMPLOYEES
The relations between the employees and the Management continued to be
cordial during the year under review. Your directors wish to place on
record their appreciation of the sincere and devoted efforts of the
Employees at all levels and their contribution to the Company.
Particulars of Employees as required under Section, 217(2A) of the
Companies Act, 1956 are set out in the Statement attached hereto and
forming part of this Directors Report. As per the provisions of Section
219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being
sent to the shareholders of the Company, excluding the statement of
particulars of employees under Section 217(2A) of the Act. Any shareholder
interested in obtaining a copy of the said statement may write to the
Corporate Office of the Company.
PARTICULARS RELATING TO THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNING AND OUTGO.
CONSERVATION OF ENERGY
The Company has taken adequate measures to reduce power consumption. The
Company has taken necessary steps to bring in awareness at all levels about
conserving and avoiding wastage of energy.
TECHNOLOGY ABSORPTION AND ADOPTION
The Company has its own Design and Engineering department. The imported
technology has been fully absorbed & improvements have been effected upon
FOREIGN EXCHANGE EARNINGS AND OUTGO
The relevant figures relating to the foreign exchange used and earned are
given in the statement of additional information appended to the accounts.
The Audited accounts of the Companys subsidiary, Real Value Holdings Gmbh,
Austria for the year ended 31st December, 2000 has not been received and
hence not attached.
The deposits from the public and shareholders as on 30th June, 2001
amounted to Rs. 419.29 lacs which were due and unpaid.
Mr. Vinod Pandya retires by rotation and being eligible offers himself for
reappointment. During the year the Board appointed Mr. V. Balasubramanian
as an additional Director of the Company. He holds office till the date of
the ensuing Annual General Meeting. The Company has received notice from a
Shareholder proposing the candidature of Mr. V. Balasubramanian as a
Director of the Company. Mr. A. R. Srinivasan resigned from the
Directorship of the Company effective 27th December, 2000. Your Directors
wish to place on record their appreciation for the services rendered by Mr.
Srinivasan during his tenure as Director of the Company. BIFR appointed Dr.
P. L. Malhotra on the Board of the Company as their Nominee. Similarly IDBI
has appointed Mr. R. C. Sehgal as their Nominee on the Board.
DIRECTORS RESPONSIBILITY STATEMENT:
As required pursuant to the Companies (Amendment) Act,2000, the Board of
Directors confirm as under:
(a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures.
(b) the Directors have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the Financial year and of the Loss of the Company for
(c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities and
(d) that the Directors have prepared the annual accounts on going concern
The Company has entered into an agreement with National Securities
Depository Limited (NSDL) and Central Depository Services(India) Limited
(CDSL) for dematerialisation of the Companys shares. Members now have the
option to hold their shares in Demat form either through the NSDL or CDSL.
Holding of shares in Demat form is only optional and it is not compulsory.
Members who wish to hold shares in physical form may continue to hold Share
Certificates. However, SEBI has decided that trading in the shares of the
Company for all Investors will be in dematerialised form from 2nd January,
For and on behalf of the Board
CHAIRMAN & MANAGING DIRECTOR
Date: 28th November, 2001
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